Royal Bank of Scotland (Jersey) Law 1985

Jersey Law 16/1985 ROYAL BANK OF SCOTLAND (JERSEY) LAW, 1985 ____________ A LAW to provide for the transfer of the undertaking of Williams & Glyn’s Bank public limited company situated in or governed by the law of this Island to RBSG public limited company, to provide for the recognition of the change of name of RBSG public limited company to The Royal Bank of Scotland public limited company and to provide for other purposes incidental thereto and consequential thereon, sanctioned by Order of Her Majesty in Council of the 31st day of JULY, 1985. ____________ (Registered on the 23rd day of August, 1985). STATES OF JERSEY ____________ The 4th day of June, 1985. ____________ W HEREAS – (1) The Royal Bank of Scotland public limited company (hereinafter called “Royal Bank of Scotland”) was incorporated by a Royal Charter granted by His Majesty King George the First dated 31st May 1727 under the name “The Royal Bank of Scotland” and was subsequently registered under Part VIII of the Companies Act 1948 (of the United Kingdom) as a company limited by shares under the name “The Royal Bank of Scotland Limited” and re-registered under the Companies Act 1980 (of the United Kingdom) as a public limited company; (2) The business and affairs of Royal Bank of Scotland are now regulated and carried on under and by virtue of the Royal Bank of Scotland Order 1970 (of the United Kingdom), and as a recognised bank under the Banking Act 1979 (of the United Kingdom) it carries on the business of banking in the United Kingdom and elsewhere, including the business of a bank of issue in Scotland; (3) Williams and Glyn’s Bank public limited company (hereinafter called “Williams & Glyn’s”) is a company incorporated under the Companies Acts 1948 to 1967 (of the United Kingdom) as a company limited by shares and re-registered under the Companies Act 1980 (of the United Kingdom) as a public limited company, and as a recognised bank under the Banking Act 1979 (of the United Kingdom) it carries on the business of banking in the United Kingdom and elsewhere including the Island; (4) RBSG public limited company (hereinafter called “the Bank”) is a public company incorporated under the Companies Acts 1948 to 1980 (of the United Kingdom) as a company limited by shares, and was formed with the object (amongst others) of carrying on, in the United Kingdom and elsewhere, the business of banking and the business of acting as trustee and executor; (5) Royal Bank of Scotland, Williams & Glyn’s and the Bank are wholly-owned subsidiaries of The Royal Bank of Scotland Group public limited company; (6) For the better conduct of the businesses of Royal Bank of Scotland and Williams & Glyn’s it is expedient that their respective undertakings should be merged and that such merger should occur by means of a transfer of the said undertakings to the Bank, and with a view to carrying on the business of banking after the aforesaid transfer the Bank will, before such transfer, have made application for recognition as a Bank under the Banking Act 1979 (of the United Kingdom); (7) It is expedient that the aforesaid transfers should be effected economically and without interference with the conduct and continuity of the aforesaid businesses; (8) By virtue of the Royal Bank of Scotland Act 1985 (of the United Kingdom) the undertakings of Royal Bank of Scotland and Williams & Glyn’s will, on the appointed day or days, be transferred to and vested in the Bank and the name of the Bank will be changed to The Royal Bank of Scotland public limited company; (9) Because a portion of the undertaking of Williams & Glyn’s is situated in or governed by the Law of the Island, it is necessary that the transfer of the said undertaking of Williams & Glyn’s to, and the vesting thereof in, the Bank and the change in the name of the Bank to The Royal Bank of Scotland public limited company should be of full force and effect in the Island; THE STATES, subject to the sanction of Her Most Excellent Majesty in Council, have adopted the following Law – ARTICLE 1 Interpretation (1) In this Law, unless the subject or context otherwise requires – “appointed day” means such day as the States shall by Act appoint being the appointed day in relation to Williams & Glyn’s under section 3 of the Royal Bank of Scotland Act 1985 (of the United Kingdom); “the Bank” means RBSG public limited company; “customer” includes any person having a banking account or other dealing, transaction or arrangement with Williams & Glyn’s or the Bank; “enactment” includes an Order in Council, a Law, an Act of Parliament, a Regulation and any order, rule or regulation made under any enactment whether in the Island or elsewhere; “existing” means existing, outstanding or in force immediately before the appointed day; “the holding company” means The Royal Bank of Scotland Group public limited company; “Island” means the Island of Jersey; “liabilities” includes debts, duties and obligations of every description wheresoever arising (whether actual or contingent, present or future); “property” means property and assets of every description wheresoever situate, and includes property held on trust and securities, rights, interests, benefits and powers of every description but does not include the common seal of Williams & Glyn’s; “security” includes any standard security, any assignation or disposition ex facie absolute and any agreement or other deed, instrument or document qualifying the same, any bond and disposition or assignation in security, any bond of cash credit, any bond of cash credit and disposition or assignation in security, any real right or burden of whatever kind in the nature of a security, any mortgage or charge (whether legal or equitable), debenture, fixed security, floating charge, personal bond, bill of exchange, promissory note, trust receipt, warehouse warrant, guarantee, indemnity, lien, right of retention, hypothec (whether legal, judicial or conventional), security interest created under the provisions of the Security Interests (Jersey) Law, 1983 1 , pledge (whether actual or constructive), mandate, hypothecation, right of set-off, right of compensation or undertaking and any other deed, document, conveyance, instrument, arrangement or means (in each case made, granted, arising or subsisting under any applicable law whether in the Island or elsewhere) for securing the payment or discharge of any liability and also includes any agreement or undertaking (whether in writing or not) to give or execute any of the foregoing whether upon demand or otherwise; “subsidiary” has the meaning given by section 736 of the Companies Act 1985 (of the United Kingdom); “undertaking” when used in relation to Williams & Glyn’s means the business and all existing property and liabilities of Williams & Glyn’s; “will” includes a codicil, a trust disposition and settlement, any other testamentary writing and any deed, disposition, contract, instrument or writing taking effect on the death of any person whereby any part of his estate is disposed of, or under which a succession thereto arises; and “Williams & Glyn’s” means Williams & Glyn’s Bank public limited company. (2)(a) References in this Law to property and liabilities of Williams & Glyn’s are references to all property vested in or belonging to or held by Williams & Glyn’s and all liabilities to which Williams & Glyn’s is subject, whether beneficially or in any fiduciary capacity and whether or not capable of being transferred or assigned by Williams & Glyn’s. (b) Any reference in this Law to property or liabilities of Williams & Glyn’s is a reference to property or, as the case may be, to liabilities of Williams & Glyn’s whether situated in the Island or elsewhere. (c) Any reference in this Law to rights or liabilities of Williams & Glyn’s is a reference to rights to which Williams & Glyn’s is entitled or, as the case may be, to liabilities to which Williams & Glyn’s is subject, whether under the law of the Island or under the law of any country or territory outside the Island. ARTICLE 2 Transfer of undertaking of Williams & Glyn’s to the Bank On the appointed day such portion of the undertaking of Williams & Glyn’s as is situate in or governed by the law of the Island shall, by virtue of this Law and without further act or deed, be transferred to, and vest in, the Bank to the intent that the Bank shall succeed to such portion of the undertaking of Williams & Glyn’s as is situate in or governed by the law of the Island as if in all respects the Bank were the same person in law as Williams & Glyn’s. ARTICLE 3 Change of name (1) On the day on which the name of the Bank shall be changed to The Royal Bank of Scotland public limited company in accordance with Section 4(1)(c) of The Royal Bank of Scotland Act, 1985 (of the United Kingdom) the said change of name shall be recognised for all purposes whatsoever in the Island. (2) The change of name of the Bank shall not affect any rights or obligations of the Bank or render defective any legal proceedings by or against it, and any legal proceedings that might have been continued or commenced against it by its former name may be continued or commenced against it by its new name. ARTICLE 4 Provisions relating to the transfer of the undertaking (1) The production of a copy of this Law signed by the Greffier of the States, shall, on and after the appointed day, be conclusive evidence in all courts and proceedings and for all purposes whatsoever of the transfer of the undertaking of Williams & Glyn’s to the Bank and its vesting in the Bank. (2) The Royal Court shall, when it orders the registration of this Law, also order the registration of a copy of this Law signed by the Greffier of the States in the Public Registry of Contracts. (3) The registration of a copy of this Law in the Public Registry of Contracts shall have like effect as a contract passed before the Royal Court and the title to and property vested in or belonging to or held by Williams & Glyn’s which immediately before the appointed day was registered in the Public Registry of Contracts shall vest in, belong to, and be held by, the Bank on and after the appointed day. (4) No fees shall be payable under the Departments of the Judiciary and the Legislature (Jersey) Law, 1965 2 in relation to the registration of a copy as required by paragraph (2) of this Article. (5) For the avoidance of doubt it is hereby declared that the transfer of an interest in land under and by virtue of this Law shall not – (a) constitute an assignment, transfer, devolution, parting with possession or other disposition of that interest for the purposes of any provision relating to assignment, transfer, devolution, parting with possession or other disposition contained in any instrument concerning that interest; or (b) invalidate or discharge any contract or security. ARTICLE 5 Provisions as to contracts etc. and enactments (1) Without prejudice to the generality of any other provision of this Law but subject to any provision in this Law to the contrary effect, all existing contracts, agreements, certificates, awards, conveyances, deeds, leases, licences, notices, permits, guarantees, bonds, indemnities, mandates, instructions and other instruments and undertakings entered into by, made with, given to or by or addressed to Williams & Glyn’s (whether alone or with any other person and whether as principal or agent and whether in writing or not) shall be construed and have effect on and from the appointed day as if – (a) instead of Williams & Glyn’s, the Bank had been the person by whom they were entered into, with whom they were made, or by whom they were given or to whom they were addressed (as the case may be); (b) for any reference (however worded and whether expressed or implied) to Williams & Glyn’s there were substituted, as regards anything failing to be done or capable of being done on or after the appointed day, a reference to the Bank; and (c) any reference (however worded and whether expressed or implied) to the directors or to any director, officer or employee of Williams & Glyn’s were, as regards anything failing to be done or capable of being done on or after the appointed day, a reference to the directors of the Bank or, as the case may require, to such director, officer or employee of the Bank as the Bank may appoint for that purpose or, in default of appointment, to the director, officer or employee of the Bank who corresponds as nearly as may be to the first-mentioned director, officer or employee. (2) Without prejudice to the generality of any other provision of this Law but subject to any provision in this Law to the contrary effect, any existing deed or other instrument or document and any existing contract, agreement or undertaking not in writing (other than one to which paragraph (1) of this Article applies or a will) in which there is a reference (however worded and whether expressed or implied) to Williams & Glyn’s or to the directors or to any director, officer or employee of Williams & Glyn’s shall be construed and have effect on and from the appointed day as if – (a) for any such reference to Williams & Glyn’s there were substituted, as regards anything failing to be done or capable of being done on or after the appointed day, a reference to the Bank; and (b) any such reference to the directors or to any director, officer or employee of Williams & Glyn’s were, as regards anything failing to be done or capable of being done on or after the appointed day, a reference to the directors of the Bank or, as the case may require, to such director, officer or employee of the Bank as the Bank may appoint for that purpose or, in default of appointment, to the director, officer or employee of the Bank who corresponds as nearly as may be to the first-mentioned director, officer or employee. (3) Without prejudice to the generality of any other provision of this Law, any deed or other instrument or document (other than a will), and any contract, agreement or undertaking not in writing, which is made, executed or given on or after the appointed day and in which there is a reference (however worded and whether expressed or implied) to Williams & Glyn’s or to the directors or to any director, officer or employee of Williams & Glyn’s shall be construed and have effect as if – (a) for any such reference to Williams & Glyn’s there were substituted, as regards anything failing to be done or capable of being done on or after the appointed day, a reference to the Bank; and (b) any such reference to the directors or to any director, officer or employee of Williams & Glyn’s were, as regards anything failing to be done or capable of being done on or after the appointed day, a reference to the directors of the Bank or, as the case may require, to such director, officer or employee of the Bank as the Bank may appoint for that purpose or, in default of appointment, to the director, officer or employee of the Bank who corresponds as nearly as may be to the first-mentioned director, officer or employee. (4) Without prejudice to the generality of any other provision of this Law but subject to any provision in this Law to the contrary effect, any enactment (other than an enactment in this Law) containing a reference (however worded and whether expressed or implied) to Williams & Glyn’s or to the directors or to any director, officer or employee of Williams & Glyn’s shall be construed and have effect on and from the appointed day as if – (a) for any such reference to Williams & Glyn’s there were substituted, as regards anything failing to be done or capable of being done on or after the appointed day, a reference to the Bank; and (b) any such reference to the directors or to any director, officer or employee of Williams & Glyn’s were, as regards anything failing to be done or capable of being done on or after the appointed day, a reference to the directors of the Bank or, as the case may require, to such director, officer or employee of the Bank as the Bank may appoint for that purpose or, in default of appointment, to the director, officer or employee of the Bank who corresponds as nearly as may be to the first-mentioned director, officer or employee. ARTICLE 6 Provisions as to trust property transferred and as to trusteeships etc (1) Any property transferred to and vested in the Bank by virtue of this Law which, immediately before the appointed day, was held by Williams & Glyn’s, whether alone or jointly with any other person – (a) as trustee or custodian trustee of any trust deed, settlement, covenant, agreement or will, and whether originally so appointed or not, and whether appointed under hand or seal, or by order of any court or otherwise; (b) as executor of the will of a deceased person; (c) as administrator of the estate of a deceased person; (d) as judicial trustee or judicial factor appointed by order of any court; or (e) in any other fiduciary capacity whatsoever; shall, on and from the appointed day, be held by the Bank alone or jointly with such other person (as the case may be), in the same capacity, upon the trusts, and with and subject to the rights, powers, provisions, liabilities and obligations applicable thereto respectively. (2)(a) Any order of any court or any trust deed, settlement, covenant, agreement, will or appointment, whether made or executed before, on or after the appointed day under or by virtue of which Williams & Glyn’s was or is, or but for the provisions of this Article, would have been (whether alone or with any other person) granted letters of administration or appointed trustee, custodian trustee, executor, tutor, curator, guardian, judicial trustee, judicial factor or custodian or appointed or confirmed in any other fiduciary capacity shall not fail by reason of anything in this Law but shall, on and from the appointed day (or, if it be later, the date upon which such order, trust deed, settlement, covenant, agreement, will or appointment is made or executed), be read, construed and have effect as if for any reference therein to Williams & Glyn’s there were substituted a reference to the Bank. (b) Where any order, trust deed, settlement, covenant, agreement, will or appointment such as is mentioned in the preceding sub-paragraph authorised or authorises Williams & Glyn’s or (in the case of any such order or other deed or instrument taking effect after the appointed day) would have authorised Williams & Glyn’s (if it had accepted such appointment) to charge remuneration or otherwise to act in accordance with a scale or terms or conditions applicable to Williams & Glyn’s at any particular date before, on or after the appointed day or for the time being, then on and from the appointed day (or, if it be later, the date upon which such order, trust deed, settlement, covenant, agreement, will or appointment is made or executed) every reference in such order, trust deed, settlement, covenant, agreement, will or agreement to such scale or terms or conditions shall be construed and have effect as if the same were a reference to the corresponding scale or terms or conditions applicable to the Bank at such particular date or for the time being (as the case may be): Provided that where any such reference is to a scale or terms or conditions applicable to Williams & Glyn’s at some date before the appointed day, then the foregoing provisions of this paragraph shall be construed and have effect as if such scale or terms or conditions had been applicable to the Bank at such prior date (notwithstanding that the Bank may not have been in existence at that date or may not have been carrying on the business of acting in the fiduciary capacity to which such scale or terms or conditions related) and as if every reference in such scale or terms or conditions to Williams & Glyn’s had been a reference to the Bank. ARTICLE 7 Supplementary provisions as to transfer (1) Without prejudice to the generality of any other provision of this Law, the following provisions shall have effect in relation to Williams & Glyn’s – (a) any existing account between Williams & Glyn’s and a customer shall be transferred to the Bank on the appointed day and shall become, on and from the appointed day, an account between the Bank and such customer with the same rights and subject to the same obligations and incidents (including rights of compensation and set-off) as would have been applicable thereto if such account between Williams & Glyn’s and the customer had continued and such account shall be deemed for all purposes to be a single continuing account: Provided that nothing herein shall affect any right of the Bank or of the customer on or after the appointed day to vary the conditions or incidents subject to which any account is kept; (b)(i) any existing instruction, order, direction, mandate, notice, representation, power of attorney, authority, consent or undertaking (whether in writing or not and whether or not in relation to an account) given to Williams & Glyn’s, either alone or jointly with another person, shall apply and have effect, on and from the appointed day as if given to the Bank or, as the case may be, to the Bank jointly with such other person; (ii) any instruction, order, direction, mandate, notice, representation, power of attorney, authority, consent or undertaking (whether in writing or not) which is given to Williams & Glyn’s, either alone or jointly with another person, on or after the appointed day and which if given or addressed as aforesaid prior to the appointed day, would have related to an existing account between Williams & Glyn’s and a customer shall apply and have effect, on and from the date upon which the same is given as aforesaid, as if given to the Bank, or as the case may be, to the Bank jointly with such other person; (c)(i) any security which is, immediately before the appointed day, held by or in favour of Williams & Glyn’s as security for the payment or discharge of any liability shall, on and from the appointed day, be held by or in favour of the Bank and be available to the Bank as security for the payment or discharge of such liability (and, in the case of a security granted for a stated maximum amount, shall have full effect in favour of the Bank up to such maximum amount); and in relation to such security and such liability, the Bank shall, on and from the appointed day, be entitled to the same rights and priorities and subject to the same obligations and incidents as Williams & Glyn’s would have been entitled and subject to if such security had continued to be held by it or in its favour; (ii) where any security such as is mentioned in clause (i) of this sub-paragraph extends to future advances or future liabilities, the said security shall, on and from the appointed day, be held by or in favour of the Bank, and be available to the Bank, as security for future advances by, or future liabilities to, the Bank to the same extent and in the same manner in all respects as if it had been originally granted in favour of, and had originally extended to future advances by or future liabilities to, the Bank; (d) the custody or possession of any document, goods or other property held by Williams & Glyn’s, or by an agent for or nominee of Williams & Glyn’s, as a bailee depositary or custodian shall, on and from the appointed day and by virtue of this Law, be transferred to the Bank, or, as the case may require, be held by such agent or nominee as agent for or nominee of the Bank, and the rights and obligations of Williams & Glyn’s under any contract or bailment, deposit or custodianship relating to such document, goods or property, or under any other contract or arrangement (whether in writing or not) or deed or other instrument or document regulating custody or possession of the same, shall by virtue of this Law be transferred on the appointed day to the Bank; (e) any negotiable instrument or order for payment of money, whether drawn, given, accepted or endorsed before, on or after the appointed day, which is expressed to be drawn on, or given to, or accepted or endorsed by, Williams & Glyn’s, or payable at any place of business of Williams & Glyn’s shall have the same effect on and from the appointed day (or, if it be later, the date upon which it is drawn, given, accepted or endorsed) as if it had been drawn on, or given to, or accepted or endorsed by the Bank, or payable at the same place of business of the Bank. (2) Any reference in sub-paragraph (c) of paragraph (1) of this Article to securities held by or in favour of Williams & Glyn’s shall be construed as including a reference to securities held by an agent or trustee for, or a nominee of, Williams & Glyn’s and any reference in the said sub-paragraph (c) to securities held by or in favour of Williams & Glyn’s being, on and from the appointed day, held by or in favour of the Bank shall be construed as including a reference to securities which are held by an agent or trustee for, or a nominee of, Williams & Glyn’s being, on and from the appointed day, held by such agent, trustee or nominee as agent or trustee for, or nominee of, the Bank. ARTICLE 8 Contracts of employment Paragraph (1) of Article 5 of this Law shall apply to a contract for the employment of any person by Williams & Glyn’s and employment by Williams & Glyn’s and the Bank under any such contract shall be deemed for all purposes to be a single continuing employment. ARTICLE 9 Pension schemes etc (1) In this Article, “scheme” means any pension or superannuation fund or scheme, any share acquisition scheme, any share option scheme, any share incentive scheme, any profit sharing scheme, any group assurance scheme, any provident fund; any benevolent fund or any similar fund or scheme. (2) Without prejudice to the generality of any other provision of this Law, the trust deeds, declarations of trust, agreements, rules, regulations or instruments constituting or relating to any existing scheme of the holding company or of Williams & Glyn’s shall, on and from the appointed day, be construed and have effect, so far as the context permits, as if for any reference therein, expressed or implied, to Williams & Glyn’s (except in the name or title of the scheme) there were substituted a reference to the Bank, but for the purpose of ascertaining and calculating the right to benefits under such existing scheme, service or employment with Williams & Glyn’s prior to the appointed day shall be taken into account as if it were service or employment with the Bank. (3) This Law shall not of itself give rise to any claim to benefit under, or right to participate in, any existing scheme of the holding company or Williams & Glyn’s or operate to cause a member thereof to become a member of another scheme. ARTICLE 10 Claims, actions etc. not to abate (1) Where by virtue of this Law any right or liability of Williams & Glyn’s becomes a right or liability of the Bank, the Bank and all other persons shall, on and from the appointed day, have the same rights, powers and remedies (and in particular the same rights and powers as to taking or resisting legal proceedings or making or resisting applications to any authority) for ascertaining, claiming, perfecting or enforcing that right or liability as if it had at all times been a right or liability of the Bank; and any claim (including any contingent claim), action, arbitration or proceeding and any cause of action, arbitration or proceeding and any application to any authority which shall, immediately before the appointed day, be pending or existing by, against or in favour of Williams & Glyn’s shall not abate or be discontinued or in any way prejudicially affected by reason of the provisions of this Law, but the same may, on and from the appointed day, only be made, continued, prosecuted and enforced by or against or in favour of the Bank as and when it might have been made, continued, prosecuted and enforced by or against or in favour of Williams & Glyn’s if this Law had not been passed. (2) Any judgement, decree, order or award obtained by or against Williams & Glyn’s and not fully satisfied before the appointed day shall, to the extent to which it is enforceable by or against Williams & Glyn’s, only be enforceable, on and from the appointed day, by or against the Bank. ARTICLE 11 Evidence and books and documents (1) Subject to the provisions of this Law, on and after the appointed day all books and other documents which would before the appointed day have been evidence in respect of any matter for or against Williams & Glyn’s shall be admitted in evidence in respect of the same matter for or against the Bank. (2) In this Article, “documents” includes, in addition to documents in writing – (a) any map, plan, graph or drawings; (b) any photograph; (c) any disc, tape, sound track or other device in which sounds or other data (not being visual images) are embodied so as to be capable (with or without the aid of some other equipment) of being reproduced therefrom; and (d) any film, microfilm, negative, tape or other device in which one or more visual images are embodied so as to be capable (as aforesaid) of being reproduced therefrom. ARTICLE 12 Saving for testamentary gifts For the avoidance of doubt it is hereby declared that no testamentary gift shall be adeemed by reason only of the operation of any provision of this Law. ARTICLE 13 Application of enactments Subject to the provisions of this Law, nothing in this Law shall exempt the Bank or Williams & Glyn’s or any other subsidiary of the holding company from the provisions of any enactment regulating the carrying on of the business of any of them. ARTICLE 14 Short title This Law may be cited as the Royal Bank of Scotland (Jersey) Law, 1985. E.J.M. POTTER Greffier of the States. 1 Volume 1982–1983, page 103. 2 Volume 1963–1965, page 551.